Combine Factory Rostselmash Ltd. Agrees to Sale of Shares of Buhler Industries Inc.

Winnipeg, Manitoba--(Newsfile Corp. - December 20, 2023) - Pursuant to the early warning requirements of applicable Canadian securities laws, Combine Factory Rostselmash Ltd. ("Rostselmash") announces that it has entered into a private agreement (the "Agreement") to sell all of its 24,184,586 common shares (the "Shares") of Buhler Industries Inc. ("Buhler Industries") and the outstanding indebtedness (the "Debt") of Buhler Industries owed to Rostselmash, to Başak Traktör Tarim Ziraat Ve Iş Makinalari Sanayi Ticaret A.Ş., which is a wholly-owned subsidiary of ASKO Holding (collectively, the "Transaction"). The total consideration payable is CAD$60.5 million with approximately CAD$27.9 million in aggregate to be paid for the Shares (or approximately CAD$1.15 per Share), approximately CAD$4.1 million in transaction costs and the remainder attributed to the purchase price for the Debt and certain other payments related to intellectual property transfers agreed to between the parties. The purchase price for the Shares is subject to certain adjustments.

Rostselmash has beneficial ownership of 24,184,586 Shares, representing approximately 96.7% of the issued and outstanding Shares, prior to giving effect to the Transaction. After giving effect to the Transaction, Rostselmash will no longer own any Shares of Buhler Industries. It is anticipated that the closing of the Transaction will occur before year end or in early January 2024. The Agreement contains a number of customary conditions that must be satisfied or waived prior to closing of the Transaction.

An early warning report has been filed in accordance with Part 5 of National Instrument 62-104 - Take-over Bids and Issuer Bids and with Part 3 of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. The early warning report has been filed under Buhler Industries' issuer profile on SEDAR+ (www.sedarplus.ca).

For further information, please contact:

Yulia Kravchenko
Tel: +7 863 250-3280
Website: https://en.rostselmash.com
Email: pressa@oaorsm.ru

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/191904